Role of the board
Our board leads and controls the company and currently comprises two executive directors, four non-executive directors and a Chairman.
It works within a clear governance framework and has a formal schedule of matters specifically reserved to it for decision. The board's schedule is reviewed annually and includes:
- corporate strategy
- approval of budgets and financial results
- new board appointments
- proposals for dividend payments; and
- the approval of all major transactions.
The board normally has eight scheduled meetings a year, including an annual strategy retreat. It delegates responsibility for detailed activity to five principal board committees which have written terms of reference that are reviewed on an annual basis. We also have detailed corporate policies which set out authority levels within the group. Subsidiary companies are required to report on compliance with policies on an annual basis.
The board has approved a statement of the division of responsibilities between the Chairman and the Chief Operating Officer.
The Chairman is responsible for:
- chairing board meetings and monitoring their effectiveness
- chairing the annual general meeting ('AGM') and the nomination committee
- ensuring that an effective strategy is approved by the board and that annual evaluation of the board is carried out.
The Chief Operating Officer is primarily responsible for
- implementing the company's strategy
- running the business
The board will evaluate its performance and that of its committees and individual directors. Appropriate training and briefing will be provided to all directors on appointment to the board and ongoing training is arranged to suit individual needs, including environmental, social and governance training.